Equity Sale and Financial Obligations - The company has agreed to sell 51% of Beijing Chuangyi's equity for a symbolic price of RMB 1.00 due to unsatisfactory performance, failing to meet the revenue guarantee of at least RMB 30.0 million by December 31, 2022[1]. - The company will terminate its responsibility to pay approximately RMB 11.85 million for the unpaid purchase price related to the acquisition agreement[1]. - Following the completion of the sale agreement on March 22, 2023, the company no longer holds any interest in Beijing Chuangyi[1]. - The Group disposed of its 51% equity interest in Beijing Creative Communication International Cultural Media Co., Ltd. on 22 March 2023[74]. Financial Performance and Revenue - For the year ended 31 March 2023, sales to the Group's five largest customers accounted for 45.8% of total revenue, with the largest customer contributing 10.8%[66]. - The new energy battery segment recorded revenue of approximately HK$12.1 million from contracts for high-power batteries supplied to golf carts in the PRC[47]. - The Group's two largest suppliers accounted for 100% of total purchases for the year[66]. - The company’s five largest customers accounted for 45.8% of total revenue for the year, with the largest customer contributing 10.8%[172]. Debt and Capital Management - Total allocation for repayment of debts is HK$ 5,800,000, and for general working capital is HK$ 20,200,000, totaling HK$ 26,000,000 as of March 31, 2023[4]. - The company successfully placed 169,828,478 new shares at a price of HKD 0.16 per share, raising approximately HKD 26.0 million for debt repayment and general working capital[76]. - The net proceeds from the share placement will be utilized for debt repayment and general operational funding, enhancing financial stability[76]. Share Option Scheme - The new share option scheme was adopted on April 6, 2023, allowing the issuance of up to 10% of the total shares in issue, which amounts to 152,845,630 shares[114]. - The maximum entitlement for each participant under the new scheme is capped at 1% of the total issued shares within a 12-month period[115]. - The vesting period for options granted under the new scheme ranges from 12 to 36 months, with a minimum holding period of 12 months before exercise[121]. - The maximum number of shares that may be issued under the new share option scheme is capped at 10% of the issued shares as of the adoption date, totaling 152,845,630 shares[139]. - The exercise price for options granted under the new scheme will be determined by the Board and must be at least the higher of the closing price on the offer date or the average closing price over the preceding five business days[144]. - The amount payable by the grantee upon acceptance of the option offer is HK$1.00[146]. - The share option scheme aims to reward eligible participants for their contributions to the company's growth[168]. Corporate Governance and Compliance - The board consists of ten directors, including four executive directors, two non-executive directors, and four independent non-executive directors as of March 31, 2023[192]. - The company has received annual confirmations of independence from each independent non-executive director, considering them independent under Rule 5.09 of the GEM Listing Rules[196]. - The company has complied with the GEM Listing Rules regarding the appointment of at least three independent non-executive directors throughout the year[200]. - The company has maintained good corporate governance practices based on the principles set out in the Corporate Governance Code[188]. - The board is responsible for promoting the success of the company and overseeing its business and affairs[198]. Risks and External Factors - The company has faced various financial risks, which are disclosed in note 6 of the consolidated financial statements[27]. - The Group's operations are influenced by external factors such as inflation, rising interest rates, and geopolitical tensions, but the Chinese economy showed resilience with a GDP growth of 3.0% in 2022[72]. Charitable Contributions and Dividends - The Group had no charitable donations for the year ended 31 March 2023[36]. - The Group did not recommend any dividend for the year ended 31 March 2023, consistent with the previous year[63]. - The company did not make any charitable donations during the year ended March 31, 2023[171]. Director Interests and Transactions - As of March 31, 2023, no Directors or chief executives had any interests or short positions in shares or debentures that required disclosure under the SFO[133]. - No substantial shareholders or other persons had interests or short positions in shares that required disclosure under the SFO as of March 31, 2023[134]. - None of the Directors, controlling shareholders, or substantial shareholders engaged in any business that competes with the Group during the year ended March 31, 2023[135]. - No material interests were disclosed by Directors in any significant transactions or contracts related to the Group's business during the year[152]. Auditor and Insurance - The company appointed Mazars CPA Limited as the auditor on May 10, 2022, following the resignation of Elite Partners CPA Limited[185]. - The company has arranged for appropriate Directors and Officers liability insurance coverage to indemnify the Directors and Officers for their liabilities[197]. Miscellaneous - The company has no distributable reserve as of March 31, 2023, as required by the Companies Act of Bermuda[65]. - The company has no reserves available for distribution as of March 31, 2023, according to Bermuda company law[170]. - The company maintained the prescribed public float under the GEM Listing Rules as of the latest practicable date prior to the report issuance[184]. - There were no material events occurring after the reporting period up to the date of the annual report[184]. - No purchases, redemptions, or sales of the company's listed securities occurred during the year ended March 31, 2023[167]. - The options granted to the grantees will vest on February 16, 2024, with no performance targets or clawback mechanisms attached[179]. - The company continues to innovate and improve products by leveraging partnerships for new technologies and expertise[101]. - The company is focused on improving product quality and customer satisfaction, establishing strategic partnerships to expand market coverage and access new technologies[101]. - The company aims to motivate participants to optimize performance and maintain long-term relationships aligned with business objectives through the new share option scheme[111].
嘉鼎国际集团(08153) - 2023 - 年度财报